U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

(Amendment No. 2)



| |   |                                                                                        
| | - | ---------------------------------------------------------------------------------------
| | x | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| |   |                                                                                        
| |   | For the quarterly period ended September 30, 2013                                      



| |  ̈ | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| | - | ----------------------------------------------------------------------------------------
| |   |                                                                                         
| |   | For the transition period from to                                                       



Commission File Number

000-54009












FREEBUTTON, INC.

(Exact name of registrant as specified in
its charter)












|Nevada                                                                 | 20-5982715                               
|---------------------------------------------------------------------- | -----------------------------------------
|(State or other jurisdiction of
        incorporation or organization) | (IRS Employer
        Identification No.)



545 Second Street, #4

Encinitas, CA 92024

(Address of principal executive offices)
(Zip Code)



(760) 487-7772

(Registrant’s telephone number, including
area code)










Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No o



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes x
No o



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.



|Large
accelerated filer  o                                             |  | Accelerated
filer  o        
|---------------------------------------------------------------------- |  | ----------------------------
|Non-accelerated filer  o (Do not check if a smaller reporting company) |  | Smaller reporting
company  x



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes o No
x



As of November 15, 2013, the registrant had
33,844,260 shares of common stock, $0.001 par value, outstanding.


















EXPLANATORY NOTE



This Amendment No. 2 to the Quarterly
Report on Form 10-Q (“Amendment No. 2”) amends the Quarterly Report of Freebutton, Inc. (the
“Company”) on Form 10-Q for the quarter ended September 30, 2013, as filed with the Securities and Exchange
Commission (the “SEC”) on November 19, 2013, and an amended by that certain Amendment No. 1 to Quarterly Report
on Form 10-Q for the quarter ended September 30, 2013, as filed with the SEC on November 25, 2013 (collectively,
the “Original Filing”). This Amendment No. 2 is being filed solely for the purpose of correcting the form
of presentation of  the Company’s Statements of Cash Flows therein. No other changes have been made to the
Original Filing.



The Company has not updated the
information contained herein for events occurring subsequent to November 19, 2013, the filing date of the Original
Filing.



















1







PART I FINANCIAL INFORMATION



Item 1: Financial Statements

FREEBUTTON, INC.

(A Development Stage Company)



STATEMENTS OF CASH FLOWS

(Unaudited)

---



|                                                                            |  | Nine months ended September 30, 2013 |          |   | Nine months ended September 30, 2012 |   |         | November
27, 2006 (date of inception)
                                                                               to
                                                                               September 30, 2013 | 
|--------------------------------------------------------------------------- |  | ------------------------------------ | -------- | - | ------------------------------------ | - | ------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                                                                                                                                                                                           | 
|OPERATING ACTIVITIES                                                        |  |                                      |          |   |                                      |   |         |                                                                                                                                                                                                                           | 
|Net loss for the period                                                     |  | $                                    | (254,512 | ) |                                      | $ | (34,467 | )                                                                                                                                                                                                                         | 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                      |          |   |                                      |   |         |                                                                                                                                                                                                                           | 
|Gain on debt settlement                                                     |  |                                      | –        |   |                                      |   | (10,000 | )                                                                                                                                                                                                                         | 
|Depreciation expenses                                                       |  |                                      | 709      |   |                                      |   | –       |                                                                                                                                                                                                                           | 
|Common stock issued for service                                             |  |                                      | 4,430    |   |                                      |   | –       |                                                                                                                                                                                                                           | 
|Interest expense for long-term note                                         |  |                                      | 3,719    |   |                                      |   |         |                                                                                                                                                                                                                           | 
|Changes in operating assets and liabilities:                                |  |                                      |          |   |                                      |   |         |                                                                                                                                                                                                                           | 
|(Increase) in accounts receivable                                           |  |                                      | –        |   |                                      |   |         |                                                                                                                                                                                                                           | 
|Increase (decrease) in accounts payables and accrued liabilities            |  |                                      | 24,998   |   |                                      |   | (12,776 | )                                                                                                                                                                                                                         | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                                                                                                                                                                                           | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                                                                                                                                                                                           | 
|NET CASH USED IN OPERATING ACTIVITIES                                       |  |                                      | (220,656 | ) |                                      |   | (57,243 | )                                                                                                                                                                                                                         | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                                                                                                                                                                                           | 
|INVESTING ACTIVITIES                                                        |  |                                      |          |   |                                      |   |         |                                                                                                                                                                                                                           | 
|Furniture and Equipment                                                     |  |                                      | –        |   |                                      |   | (4,122  | )                                                                                                                                                                                                                         | 
|Web development costs and acquisitions                                      |  |                                      | –        |   |                                      |   | (8,050  | )                                                                                                                                                                                                                         | 
|Goodwill                                                                    |  |                                      | –        |   |                                      |   | –       |                                                                                                                                                                                                                           | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                                                                                                                                                                                           | 
|NET CASH USED IN INVESTING ACTIVITIES                                       |  |                                      | –        |   |                                      |   | (12,172 | )                                                                                                                                                                                                                         | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                                                                                                                                                                                           | 
|CASH FLOW FROM FINANCING ACTIVITIES                                         |  |                                      |          |   |                                      |   |         |                                                                                                                                                                                                                           | 
|Proceeds on sale of common stock                                            |  |                                      | 125,000  |   |                                      |   | –       |                                                                                                                                                                                                                           | 
|Proceed from issuance of convertible promissory note                        |  |                                      | 120,997  |   |                                      |   | 110,000 |                                                                                                                                                                                                                           | 
|Proceed from issuance of long-term note                                     |  |                                      | –        |   |                                      |   |         |                                                                                                                                                                                                                           | 
|Payment of long-term note                                                   |  |                                      | –        |   |                                      |   |         |                                                                                                                                                                                                                           | 
|Proceeds from related parties                                               |  |                                      | –        |   |                                      |   | 28,400  |                                                                                                                                                                                                                           | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                                                                                                                                                                                           | 
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                   |  |                                      | 245,997  |   |                                      |   | 138,400 |                                                                                                                                                                                                                           | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                                                                                                                                                                                           | 
|NET INCREASE (DECREASE) IN CASH                                             |  |                                      | 25,341   |   |                                      |   | 68,985  |                                                                                                                                                                                                                           | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                                                                                                                                                                                           | 
|CASH, BEGINNING                                                             |  |                                      | 21,674   |   |                                      |   | 2       |                                                                                                                                                                                                                           | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                                                                                                                                                                                           | 
|CASH, ENDING                                                                |  | $                                    | 47,015   |   |                                      | $ | 68,987  |                                                                                                                                                                                                                           | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                                                                                                                                                                                           | 
|                                                                            |  |                                      |          |   |                                      |   |         |                                                                                                                                                                                                                           | 



SUPPLEMENTAL CASH FLOW INFORMATION



|Cash paid during the period for:                           |  |   |         |  |  |   |        |  | 
|---------------------------------------------------------- |  | - | ------- |  |  | - | ------ |  | 
|Interest                                                   |  | $ | 3,719   |  |  | $ | –      |  | 
|                                                           |  |   |         |  |  |   |        |  | 
|Income taxes                                               |  | $ | –       |  |  | $ | –      |  | 
|                                                           |  |   |         |  |  |   |        |  | 
|Non-cash investing and financing activities                |  |   |         |  |  |   |        |  | 
|Promissory note issued for assets and business acquisition |  | $ | 371,895 |  |  |   |        |  | 
|Common stock issued for service                            |  | $ | 4,430   |  |  | $ | –      |  | 
|Debt forgiveness of related party                          |  | $ | –       |  |  | $ | 54,742 |  | 



The accompanying notes are an integral part
of these financial statements.













SIGNATURES



Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                 | FREEBUTTON, INC.
|---------------- | ----------------
|                 |                 
|February 3, 2014 | By:             
|                 |                 
|                 |